Welcome to our dedicated page for CLEVELAND-CLIFFS SEC filings (Ticker: CLF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Cleveland-Cliffs Inc. filings document results of operations and financial condition for a vertically integrated steelmaker with a Steelmaking reportable segment. Form 8-K reports furnish quarterly and annual earnings releases, steel shipment information, revenues, liquidity, product-sales mix and exhibits formatted with Inline XBRL cover-page data.
The company’s formal disclosures also cover proxy governance, board composition, committee assignments and director compensation under its nonemployee director plan. Other filings record material agreements and capital-structure activity, including underwriting documents, shelf-registration exhibits, senior guaranteed notes, indenture supplements, guarantor arrangements and related legal opinions.
Cleveland-Cliffs Inc. director reports stock retainer grant
A Cleveland-Cliffs Inc. director reported receiving 3,012 common shares on 01/02/2026. These shares were issued in lieu of cash as payment of the director’s quarterly retainer for the first quarter, based on the director’s election to participate at 100% in the company’s Nonemployee Director Retainer Share Election Program. The shares were valued at $13.28 per share for this transaction.
After this grant, the director beneficially owns 54,242 common shares in direct ownership. The filing is an administrative disclosure of routine equity-based director compensation rather than an open-market trade.
Cleveland-Cliffs Inc. director reported receiving common shares as part of board compensation. On 01/02/2026, the director acquired 3,012 common shares at $13.28 per share. These shares were issued as payment of the director’s quarterly retainer for the first quarter, based on the director’s election to receive compensation in stock under the Cleveland-Cliffs Inc. Nonemployee Director Retainer Share Election Program at a 100% participation level. Following this transaction, the director beneficially owns 102,937 common shares, held directly.
Cleveland-Cliffs (CLF) reported an insider equity award. A company director acquired 5,633 common shares on 11/12/2025 at $0, coded “A” for an acquisition. The filing states these are restricted shares granted on a pro rata basis as the 2025 Director Restricted Shares under the 2021 Nonemployee Directors' Compensation Plan.
Following the grant, the reporting person beneficially owns 22,283 shares, held directly. This is a routine compensation-related Form 4 disclosure.
Cleveland-Cliffs Inc. (CLF) disclosed an initial statement of beneficial ownership on Form 3 for a reporting person serving as a Director. As of the event date 11/12/2025, the individual reported 16,650 Common Shares held in direct (D) ownership.
No derivative securities were reported in Table II. The filing includes Exhibit 24 – Power of Attorney, and the Form 3 was signed by James D. Graham under power of attorney on 11/14/2025.
Cleveland-Cliffs Inc. appointed Edilson Camara to its Board of Directors, effective November 12, 2025. The Board determined he is independent under the company’s standards, which align with current NYSE director independence rules. He will serve on the Compensation and Organization Committee.
As a nonemployee director, Camara will receive compensation consistent with other nonemployee directors, participate in the 2021 Nonemployee Directors’ Compensation Plan, receive a prorated restricted share award based on grant date fair value, and quarterly retainer fees. The company also expects to enter into a standard Director and Officer Indemnification Agreement with him as previously filed.
Cleveland-Cliffs Inc. (CLF) filed an 8-K noting it has furnished key exhibits to its effective shelf registration on Form S-3 (Registration No. 333-291146). The filing includes an Underwriting Agreement dated October 29, 2025 with UBS Securities LLC as sole underwriter, plus an opinion and consent from Jones Day.
These exhibits formalize the legal and underwriting framework tied to the company’s S-3 program. CLF’s common shares trade on the NYSE under the symbol CLF.
Cleveland-Cliffs Inc. is offering 75,000,000 common shares in a primary underwritten transaction. The underwriter agreed to purchase the shares at $12.69 per share, resulting in $951,750,000 of proceeds to the company before expenses. The company estimates net proceeds of approximately $950.9 million and granted a 30‑day option for up to 11,250,000 additional shares at the same price.
The company plans to use proceeds to repay borrowings under its ABL Facility, with any remainder for general corporate purposes. Common shares outstanding were 494,707,468 as of October 22, 2025, and are expected to be 569,707,468 after this offering, or 580,957,468 if the option is fully exercised. CLF shares trade on the NYSE; the last reported sale price was $14.09 on October 28, 2025.
Cleveland-Cliffs Inc. launched a primary offering of 75,000,000 common shares under a preliminary prospectus supplement. The sole underwriter is UBS Securities LLC, which also has a 30-day option to purchase up to an additional 11,250,000 shares.
The company states it intends to use the net proceeds to repay borrowings under its asset-based revolving credit facility. As of October 24, 2025, borrowings under the ABL Facility were approximately $1,471 million at a weighted average interest rate of 5.86% per year.
Shares outstanding were 494,707,468 as of October 22, 2025. The company estimates 569,707,468 shares outstanding immediately after this offering, or 580,957,468 if the underwriter’s option is exercised in full. The common shares trade on the NYSE under the symbol CLF.
Cleveland-Cliffs Inc. filed a shelf registration statement on Form S-3, allowing it to offer and sell, from time to time, common shares, preferred stock, depositary shares, warrants, subscription rights, debt securities, and units. Specific terms and amounts will be set in future prospectus supplements.
The company states potential uses of proceeds include general corporate purposes such as reducing or refinancing debt, adding working capital, funding capital expenditures, making strategic investments, and repurchasing common shares. Sales may occur through underwriters, dealers, agents, direct sales, rights offerings, or “at the market” offerings as permitted.
CLF’s common shares trade on the NYSE under “CLF.” Investors should review incorporated risk factors referenced from recent 10-K, 10-Q, and 8-K filings when any specific offering is announced.
Cleveland-Cliffs Inc. reported a Q3 2025 net loss of $234 million on revenues of $4,734 million, modestly higher than $4,569 million a year ago. Cost inflation and higher interest expense drove an operating loss of $204 million and total other expense of $105 million. For the first nine months, revenues were $14,297 million and the net loss widened to $1,193 million versus $280 million in 2024.
Operating cash flow turned negative at $449 million for the nine months, compared with $577 million provided last year, while capital expenditures were $421 million. Long-term debt rose to $8,039 million, reflecting new $850 million 7.500% 2031 notes and $850 million 7.625% 2034 notes, with an additional $275 million of 2034 notes issued on October 10. The company issued notices to redeem 2027 notes totaling $685 million on October 3. Liquidity remains supported by the ABL Facility with $3,062 million of borrowing capacity available. Integration of the Stelco acquisition continued, with preliminary purchase accounting including $1,025 million of identifiable intangibles and $789 million of goodwill. Indefinite idling actions led to $39 million of asset impairment and $245 million of idled facilities charges year-to-date.